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                                                                   Exhibit 10.12

                              AMENDMENT NO. 2 TO
               AMENDED AND RESTATED EMPLOYMENT, CONFIDENTIALITY,
                    NON-COMPETITION AND SEVERANCE AGREEMENT
                    ---------------------------------------

                  THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT,
CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE AGREEMENT (this "Amendment"),
dated as of December 21, 2000, is made and entered into by and between
AmericasDoctor.com, Inc., a Delaware corporation (the "Company"), and David R.
Adamoli ("Executive").

                  WHEREAS, the Company and the Executive have previously entered
into that certain Amended and Restated Employment, Confidentiality, Non-
Competition and Severance Agreement, dated as of January 6, 2000, as amended by
Amendment No. 1 to Amended and Restated Employment, Confidentiality, Non-
Competition and Severance Agreement, dated as of May 15, 2000 (the "Agreement");
and

                  WHEREAS, the Company and Executive each desires to amend the
provisions of the Agreement as provided in paragraph 2 of this Amendment;

                  NOW, THEREFORE, the Company and the Executive agree as
follows:

                  1.     Definitions. Terms used with initial capitals but not
                         -----------
defined in this Amendment are used as defined in the Agreement.

                  2.     Amendments to Agreement. Section 9(a)(iii) of the
                         -----------------------
Agreement is hereby amended and restated to read in its entirety as follows:

                  "(iii) notwithstanding anything to the contrary in the
                  Executive's stock option agreement(s) or certificate(s) or in
                  the stock option plan(s) under which Executive's stock options
                  were granted, (A) all of Executive's stock options granted on
                  or prior to January 5, 2000 (but not any stock options granted
                  after January 5, 2000) that would have vested, but for
                  Executive's Involuntary Termination, during the one-year
                  period following the date of Involuntary Termination shall
                  immediately become vested and exercisable, (B) all of
                  Executive's stock options granted after January 5, 2000 shall
                  cease to vest on the date of Executive's Involuntary
                  Termination, (C) Executive shall have the right to exercise
                  any and all vested stock options at any time no later than the
                  fifth anniversary of the date of Executive's Involuntary
                  Termination and (D) all unvested stock options shall be
                  immediately canceled as of the date of Executive's Involuntary
                  Termination."

                  2.     No Other Amendment; Waiver. In no event shall this
                         --------------------------
Amendment constitute the amendment of any provision of the Agreement other than
as set forth in Section 1 above, nor shall it constitute any waiver of any of
the Company's or Executive's other rights thereunder.
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                  3.     Counterparts. This Amendment may be executed in any
                         ------------
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one
instrument.

                  4.     Governing Law; Successors and Assigns. This Amendment
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is governed by, and be construed and enforced in accordance with, the internal
laws of the State of Illinois and shall be binding upon the Company and the
Executive and their respective successors and assigns.


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                  IN WITNESS WHEREOF, the Company and the Executive have
executed this Amendment as of the date first above written.


                                  AMERICASDOCTOR.COM, INC.


                                       /s/ C. Lee Jones
                                  ----------------------------------------------
                                  By:  C. Lee Jones
                                  Its: President and Chief Operating Officer



                                  /s/ David R. Adamoli
                                  ----------------------------------------------
                                  David R. Adamoli